Copyright IBM Corp. 2020, 2026

License Agreement

The following License Agreement establishes the terms on which HashiCorp, Inc.
(“Company”) grants a license to Company’s proprietary application software
solely in machine-readable, executable, object-code form and related
documentation (the “Software”) that this License Agreement accompanies to you
the licensee (“You” or “Your”) solely on the condition that You accept all of
the terms in this License Agreement (the “Agreement”).  By clicking through any
applicable acceptance screen, or otherwise downloading, accessing, installing,
or using the Software, you are indicating your acceptance of this Agreement,
and if you do not agree to the terms of this Agreement, you may not download,
access, install, or use the Software.  If You are an employee or agent of a
company (the “Customer”), You hereby agree that You enter into this Agreement
on behalf of the Customer and that You have the authority to bind the Customer
to the terms and conditions of this Agreement.

1.  LICENSE. During the Period (as defined below), subject to Your full and
ongoing compliance with all the terms and conditions of this Agreement, Company
hereby grants You a limited, revocable, non-exclusive, non-transferable,
non-sublicensable license to install and use the Software in your internal
environment for the intended purpose of the Software, and solely for use in
connection with the permitted use, implementation, provisioning, management, or
monitoring of other Company software in accordance the terms and conditions
governing such other Company software’s (except and solely to the extent that
applicable documentation expressly identifies that the intended purpose is use
on a standalone basis or in connection with other third party software)
(collectively “Permitted Purposes”).

2.  RESTRICTIONS.  You will not, and will not allow any third party to:  (i)
modify or create derivative works of the Software; (ii) sell, sublicense, rent,
lease, distribute, market, or commercialize the Software; (iii) decompile,
disassemble, translate, reverse engineer or otherwise attempt to derive source
code from, any portion of the Software, except and solely to the extent that
the foregoing restriction is impermissible pursuant to applicable law or third
party license; (iv) remove, alter or obscure any proprietary notices of
Company, its licensors or suppliers included in the Software; (v) perform any
performance or other competitive analysis of the Software or publish any
information relating thereto, including benchmarking test results; or (vi) use
the Software for any purpose competitive with Company or its products or
services (including in connection with the evaluation or development of
competitive solutions), or for any purpose other than for Permitted Purposes.
No third party may access, view or use the Software under this Agreement.

3.  FEEDBACK.  You understand and acknowledge that the Company has an active
development program and is constantly innovating new features and functionality
for Company products and services, including the Software.  While we are not
soliciting input from users, if you nonetheless choose to provide us with
suggestions, ideas for improvement, recommendations or other feedback for
Company products or services (including the Software) (“Feedback”), you
acknowledge that (a) such Feedback may be the same or similar to ideas and
innovations already being worked on at the Company, (b) any such Feedback is
provided on a non-confidential basis and Company has no obligation not to use
or disclose any such Feedback, notwithstanding any accompanying communication
to the contrary, and (c) we may use your feedback without any restriction or
payment. Accordingly, you hereby grant to Company and its affiliates and their
respective successors, assigns, licensees, partners, and service providers, an
unlimited, nonexclusive, worldwide, royalty-free, fully paid up, perpetual,
irrevocable, non-terminable, transferable, sublicensable (through any number of
tiers) right and license under any intellectual property rights you may have in
such Feedback to make, have made, use, sell, offer for sale, import, reproduce,
distribute, publicly perform, publicly distribute, prepare derivative works of,
transmit, and otherwise exploit in any manner without restriction, any
products, services, or technology, or to practice any method.

4.  NO FEES; OPERATING EXPENSES.  Subject to the terms of this Agreement, You
and Company agree that no license fees or other fees shall be payable under
this Agreement, and the rights granted and/or the use of the Software or other
materials provided under this Agreement are in consideration of Your agreement
to the terms and conditions of this Agreement, including the rights you grant
to Company in and to any Feedback you may provide.

5.  OWNERSHIP.  The Software and derivatives thereof, and all worldwide
intellectual property rights and proprietary rights to the Software and
derivatives thereof, are the exclusive property of Company and its licensors.
Company and its licensors reserve all rights in and to the Software not
expressly granted to You in this Agreement, and no other licenses or rights are
granted by implication, estoppel or otherwise.

6.  TERM.  This Agreement shall commence when you download the Software and
shall continue in force and effect until terminated by either party (“Period”).
Either party may terminate this Agreement, with or without cause, immediately
upon written notice to the other party.  Company may terminate this Agreement
by posting a notice on its website, and this Agreement will terminate
immediately and without notice in the event that you breach any term or
condition of this Agreement. Upon the expiration or any termination of this
Agreement, the license and all rights granted to You under this Agreement will
immediately terminate, and You shall promptly purge and destroy all copies of
the Software in Your possession.  Provisions intended by their nature to
survive termination of this Agreement (including licenses to Feedback provided,
if any) survive termination.

7.  USAGE DATA.  The Software may include features that enable our access and
collection of data about You and your implementation and use of the Software,
and you hereby consent to such data, and to our storage, processing, and
analysis of such data for any purpose.

8.  THIRD PARTY SOFTWARE.  The Software may be distributed together with
certain third party open source software components (“Third Party Software”).
The Third Party Software will be governed by the associated license.

9.  WARRANTY DISCLAIMER.  THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND COMPANY
AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF
ANY KIND WITH REGARD TO THE SOFTWARE OR THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR
PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR
STATUTORY.

10.  LIMITATION OF REMEDIES.  IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY
INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION
WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF
LIABILITY, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY
FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR
DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE,
REGARDLESS OF WHETHER THE COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH
DAMAGES. WITHOUT LIMITING THE FOREGOING, COMPANY’S CUMULATIVE LIABILITY FOR ALL
CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT
LIABILITY, SHALL NOT EXCEED ONE HUNDRED DOLLARS (U.S. $100.00).  THE FOREGOING
LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY PROVIDED HEREIN.

11.  ESSENTIAL BASIS OF AGREEMENT.  The Parties acknowledge and agree that the
disclaimers, exclusions and limitations of liability set forth in Section 8
form an essential basis of this Agreement, and that, absent any of such
disclaimers, exclusions or limitations of liability, the terms of this
Agreement, including, without limitation, the economic terms, would be
substantially different.

12.  GENERAL.  This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California, without regard to
conflicts of law principles thereof or to the United Nations Convention on the
International Sale of Goods.  For purposes of all claims brought under this
agreement, each of the parties hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts located within the State of
California.  Company may assign this Agreement, in whole or in part, at any
time with or without notice to You.  You may not assign this Agreement, or any
part of it, to any other party.  Any attempt by You to do so is null and void.
If any provision of this Agreement is held to be unenforceable, that provision
will be enforced to the extent permissible by law and the remaining provisions
will remain in full force.  No waiver under this Agreement shall be valid or
binding unless set forth in writing and duly executed by the party against whom
enforcement of such waiver is sought.  Any such waiver shall constitute a
waiver only with respect to the specific matter described therein and shall in
no way impair the rights of the party granting such waiver in any other respect
or at any other time.  Any delay or forbearance by either party in exercising
any right hereunder shall not be deemed a waiver of that right.  This Agreement
is the complete and exclusive statement of the agreement between us and
supersedes any proposal or prior agreement, oral or written, and any other
communications between You and Company in relation to the subject matter of
this Agreement.
